The notice from the staff provides that in the opinion of the staff the Company was not in compliance with applicable continued listing standards as follows:
“It is the Company's clear objective to resolve with the AMEX all issues relating to the iBill acquisition and to permit the continued trading of its stock on the AMEX for the benefit of its shareholders.”
1. The Company has not fully furnished information requested by the Exchange related to the acquisition of Media Billing Company, LLC (iBill);
2. The Company's acquisition of iBill raises public interest concerns pursuant to Section 1003(f)(iii);
3. The Company has issued or authorized its transfer agent to issue additional shares of its common stock without the Exchange's approval;
4. The Company issued 20% or more of its currently outstanding shares of common stock without obtaining prior approval of its shareholders;
5. The disclosure in the Company's 8-KA dated September 2, 2004 regarding the number of shares of common stock issued to Penthouse in the iBill acquisition contained material omissions and inconsistencies, and;
6. The Company completed an acquisition, the net effect of which was that the Company was acquired by an unlisted company and the Company did not provide adequate information to the staff for it to determine whether the post transaction company meets the initial listing standards as required by Section 341 of the Company Guide
The Company intends to furnish the information on a timely basis and is hopeful that the staff of the AMEX will, upon receipt and review of such information, provide all necessary approvals for the iBill acquisition to be completed. If for any reason, however, that AMEX approval has not been obtained by January 21, 2005, the Company will nevertheless close the acquisition, withdraw from the AMEX and seek to re-list its common stock on an alternate stock exchange.
The Company's common stock was halted for trading on Tuesday, September 21, 2004. The management of the Company believes that there may have been a disclosure of certain material non-public information concerning the above-referenced letter.
In commenting on the restructure of the iBill acquisition, Gary Spaniak, Jr., the Company's President stated, "It is the Company's clear objective to resolve with the AMEX all issues relating to the iBill acquisition and to permit the continued trading of its stock on the AMEX for the benefit of its shareholders." Mr. Spaniak also stated that the Company intends to engage a compliance officer with respect to the corporate governance operation of the Company and in compliance with the provisions of the Sarbanes Oxley Act. The stock is expected to resume trading Monday morning on the American Stock Exchange.
About the Internet Billing Company
Internet Billing Company (iBill) sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. The iBill online payments systems manage transaction authorization on the global financial networks such as Visa(R) and Master Card(R) and simultaneously provide password management controls for the life of the subscribing consumer. On-demand CRM (Customer Relationship Management) applications are provided to registered independent merchants, typically small and medium sized businesses seeking a cost effective technology platform to outsource non-core banking and finance functions. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries. Prior to its acquisition by the Company iBill was a subsidiary of Penthouse International, Inc. (OTCBB: PHSL). In March 2004 Penthouse acquired iBill from InterCept, Inc., a NASDAQ NMS company.
About Care Concepts I, Inc.
Care Concepts I, Inc., (AMEX:IBD) is a media and marketing holding company with assets including: Forster Sports, Inc., a sports-oriented, multi-media company that produces sports radio talk shows; and iBidUSA.com, a popular website which showcases products and services in an auction format starting with an opening bid of about 30% percent of the retail value. Internet Billing Company (iBill), which sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary web-based payment applications. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries. Care Concepts I, Inc., actively and regularly pursues additional acquisition opportunities to enhance its portfolio holdings and iBill.
About Penthouse International, Inc.
Penthouse International, Inc., through its subsidiaries General Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC and iBill, is a brand-driven global entertainment business founded in 1965 by Robert C. Guccione. General Media's flagship PENTHOUSE brand is one of the most recognized consumer brands in the world and is widely identified with premium entertainment for adult audiences. General Media caters to men's interests through various trademarked publications, movies, the Internet, location-based live entertainment clubs and consumer product licenses. Internet Billing Company (iBill) sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary Web-based payment applications. The iBill online payments systems manage transaction authorization on the global financial networks such as Visa(R) and MasterCard(R) and simultaneously provide password management controls for the life of the subscribing consumer. On-demand CRM (Customer Relationship Management) applications are provided to registered independent merchants, typically small and medium-sized businesses seeking a cost-effective technology platform to outsource non-core banking and finance functions. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries.
Safe Harbor: This release contains statements relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, as well as other risks and uncertainties detailed from time to time in the filings of the Company with the Securities and Exchange Commission. On August 12, 2003, General Media and its direct and indirect subsidiaries (the Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. Penthouse International, Inc. owns 99.5% of the capital stock of General Media. Penthouse did not file for protection under the Bankruptcy Code and its activities are not subject to Bankruptcy Court supervision. For additional information, reference is made to publicly available documents filed with the bankruptcy court to determine the most current status of all matters related to the bankruptcy case of General Media. The website of the Bankruptcy Court is http://www.nysb.uscourts.gov.
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